AbbVie 2012 Annual Report Download - page 159

If a change in control had occurred on December 31, 2012:
• Mr. Gonzalez would have vested (1) in an aggregate of 144,033 unvested stock options with a
value of $1,685,706, and (2) in an aggregate of 98,866 shares of restricted stock with a value
equal to $6,475,723.
• Ms. Schumacher would have vested (1) in an aggregate of 141,477 unvested stock options with a
value of $1,674,509, and (2) in an aggregate of 147,421 shares of restricted stock with a value
equal to $9,656,076.
• Mr. Chase would have vested (1) in an aggregate of 43,382 unvested stock options with a value
of $469,628, and (2) in an aggregate of 55,033 shares of restricted stock with a value equal to
$3,604,662.
• Mr. Alban would have vested (1) in an aggregate of 92,648 unvested stock options with a value
of $1,149,473, and (2) in an aggregate of 95,686 shares of restricted stock with a value equal to
$6,267,433.
• Dr. Leonard would have vested (1) in an aggregate of 63,367 unvested stock options with a
value of $803,277, and (2) in an aggregate of 79,086 shares of restricted stock with a value equal
to $5,180,133.
The value of stock options shown is based on the excess of the closing price of an Abbott common
share on December 31, 2012 over the exercise price of such options, multiplied by the number of
unvested stock options held by the named executive officer. The value of restricted shares shown is
determined by multiplying the number of restricted shares that would vest as of December 31, 2012
and the closing price of an Abbott common share on December 31, 2012.
RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS (ITEM 2 ON PROXY CARD)
AbbVie’s audit committee charter provides that the audit committee shall appoint annually a firm
of independent registered public accountants to serve as auditors. In December 2012, the audit
committee appointed Ernst & Young LLP to act as auditors for 2013.
Although the audit committee has sole authority to appoint auditors, it would like to know the
opinion of the stockholders regarding its appointment of Ernst & Young LLP as auditors for 2013. For
this reason, stockholders are being asked to ratify this appointment. If the stockholders do not ratify
the appointment of Ernst & Young LLP as auditors for 2013, the audit committee will take that fact
into consideration, but may, nevertheless, continue to retain Ernst & Young LLP.
The board of directors recommends a vote FOR ratification of the appointment of Ernst &
Young LLP as auditors for 2013.
AUDIT INFORMATION
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will
be given the opportunity to make a statement if they desire to do so. They will also be available to
respond to appropriate questions. Representatives of Deloitte & Touche LLP (‘‘Deloitte’’), who had
served as AbbVie’s auditor from its incorporation in April 2012 and audited AbbVie’s financial
statements for the fiscal year ended 2012, are not expected to be present at the Annual Meeting.
Dismissal of Deloitte & Touche LLP
The combined balance sheet of AbbVie, as of December 31, 2012 and 2011 and the related
combined financial statements for each of the three years in the period ended December 31, 2012 were
audited by Deloitte. On December 14, 2012, AbbVie’s audit committee approved the dismissal of
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